Oleg Khaykin
AVNETAbout Oleg Khaykin
Oleg Khaykin (age 60) is an independent director of Avnet, Inc. (AVT) since 2018 and serves as Chair of the Technology and Risk Committee, member of the Audit Committee (and designated audit committee financial expert), and member of the Executive Committee; he is also President & CEO and a director of Viavi Solutions, Inc. . The Board classified him as independent under Nasdaq and the Board’s independence standards; directors met in executive session at regularly scheduled Board meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viavi Solutions, Inc. | President & Chief Executive Officer; Board member | Feb 2016–present | Corporate leadership in network/service enablement; technology and operations experience |
| Silver Lake Partners | Senior Advisor | 2015–2016 | Private equity advisory; strategic insights |
| International Rectifier | President & Chief Executive Officer; Board member | 2008–2015 | Led power semiconductors maker until acquisition by Infineon; semiconductor industry depth |
| Amkor Technology, Inc. | EVP & Chief Operating Officer | 2003–2008 | Semiconductor manufacturing operations and global execution |
| Conexant Systems, Inc. | Vice President, Strategy & Business Development | 1999–2003 | Strategy and BD in communications semis |
| Mindspeed Technologies, Inc. | Vice President, Strategy & Business Development | 1999–2003 | Strategy/BD in networking semis |
External Roles
| Organization | Role | Tenure | Committee Positions/Impact |
|---|---|---|---|
| Viavi Solutions, Inc. | Director | Feb 2016–present | CEO-director alignment and industry insights |
| Marvell Technology Group | Director (prior) | 2016–Jul 2020 | Semiconductor domain exposure |
| Newport Corporation | Director (prior) | 2010–2016 | Photonics/industrial tech oversight |
Board Governance
- Independence: The Board determined Khaykin and nine of ten nominees are independent under Nasdaq and Board standards .
- Attendance: During fiscal 2025, each director standing for reelection attended at least 92% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting .
- Committee assignments and meetings:
- Audit Committee: Member; 8 meetings in FY25; designated “audit committee financial expert.” Responsibilities include oversight of financial statements, auditor, internal audit, legal/regulatory compliance, review/approval of related person transactions, and borrowings up to $500 million .
- Technology & Risk Committee: Chair; formed Jan 1, 2025; 2 meetings in FY25. Responsibilities include enterprise risk management/resiliency, significant risk exposures (operations, trade compliance, ethics), technology and information security oversight including use of artificial intelligence .
- Executive Committee: Member; 0 meetings in FY25. Exercises Board authority between meetings subject to legal/bylaw limits .
- Board leadership: Independent Chair (Rodney Adkins); independent directors meet in executive session at regular Board meetings .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Additional retainers (schedule) | Audit Chair $25,000; Audit Member $7,500; Comp Chair $20,000; Governance Chair $15,000; Finance Chair $15,000 | Committee chair/member retainers; Technology & Risk chair retainer not listed |
| Oleg Khaykin – Fees earned (cash) | $122,500 | Includes cash retainer and committee retainers |
Performance Compensation
| Component | FY25 Grant-Date Fair Value | Structure | Delivery/Deferral |
|---|---|---|---|
| Annual equity for non-employee directors | $180,000 | Time-based stock awards (no performance metrics); directors may elect deferral into phantom stock units | Equity generally delivered in early January; phantom units settle in Common Stock upon leaving the Board or change of control; ten annual installments by default unless elected otherwise |
Avnet’s proxy does not disclose performance-conditioned equity for directors (no PSUs or option awards for directors in FY25) .
Other Directorships & Interlocks
| Entity | Relationship to AVT | Interlock/Conflict Note |
|---|---|---|
| Viavi Solutions, Inc. | Technology/network enablement provider; Khaykin is CEO and director | Board classifies him as independent; Avnet’s Audit Committee reviews/approves any related person transactions; none are specifically identified in the proxy by person . |
| Prior boards (Marvell, Newport) | Semiconductor/photonics sectors | Historical roles; no current interlocks disclosed . |
Expertise & Qualifications
- Board-designated audit committee financial expert; financial sophistication under Nasdaq .
- Primary qualifications: CEO experience, technology/digital media, international business, risk management/resiliency, finance, marketing, operations, and industry expertise; prior customer and supplier exposure to Avnet’s ecosystem .
Equity Ownership
| Holder | Common Stock | Phantom Stock Units | Total Beneficially Owned |
|---|---|---|---|
| Oleg Khaykin | 58,830 (includes phantom units noted) | 49,830 | 58,830 |
- Stock ownership guidelines: Directors must own, within five years of joining the Board, Common Stock worth at least 5x annual cash retainer; phantom stock units count; “Each Director nominee is following these guidelines.”
- Anti-hedging/pledging policy: Directors and executive officers prohibited from hedging; pledging requires advance approval; no exceptions approved in last fiscal year .
- Section 16 compliance: Company believes all Section 16(a) filings were timely for FY25 .
- D&O insurance: Coverage renewed Aug 1, 2025; total premium $771,563; no claims paid in FY25 .
Governance Assessment
- Strengths
- Independent director with deep semiconductor and operations background; chairs Technology & Risk with explicit oversight of AI, cybersecurity, ethics/compliance; member and financial expert on Audit Committee; member of Executive Committee .
- High engagement: ≥92% attendance in FY25; participation in executive sessions; full Board attendance at the 2024 Annual Meeting .
- Alignment: Director equity ($180k) and ownership guidelines (5x cash retainer) encourage long-term alignment; ability to defer into phantom units further ties compensation to stock performance .
- Risk oversight credibility bolstered by audit financial expert designation and TR committee leadership amid increased cyber/AI risks .
- Watch items
- External CEO role at Viavi: monitor for any potential related-party transactions or competitive overlaps; Audit Committee is responsible for reviewing and approving any related person transactions, and Avnet’s Code/Conflicts policies require disclosure and pre-approval of exceptions .
- Committee retainer transparency: Technology & Risk chair retainer not listed in the additional amounts table; ensure clarity on compensation mix for chairs across committees to avoid perceived inconsistency .
- Broader shareholder signals
- Strong say-on-pay support (97.83% approval at Nov 22, 2024) indicates investor confidence in compensation governance framework .
- Clawback policy covers erroneously awarded incentive compensation and misconduct; compensation risk assessment concluded programs do not create material adverse risk .